The Affiliate agrees to indemnify, defend, and hold harmless Marvixia OÜ (Babelix), its directors, officers, employees, agents, affiliates, and successors (“Babelix Indemnified Parties”) from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (“Claims”) arising directly or indirectly out of, or related to:
- The development, operation, maintenance, and content of the Affiliate’s website or any promotional materials created or used by the Affiliate in connection with the Program.
- Any claims by customers, end-users, or third parties related to the Affiliate’s website, their promotional materials, or the link from their website to Babelix.
- Any breach by the Affiliate of the representations, warranties, or obligations contained in this Agreement.
- Any allegation or finding that the Affiliate’s materials, content, or practices infringe intellectual property rights, privacy rights, publicity rights, or other rights of third parties.
- Any breach by the Affiliate of applicable laws, norms, or regulations in performing their activities under this Program.
- Any negligent, willful, or unlawful act or omission by the Affiliate, their employees, agents, or subcontractors.
The Affiliate shall cooperate fully, at its own expense, with the Babelix Indemnified Parties to defend any Claim. Babelix reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Affiliate, which shall not excuse the Affiliate’s indemnity obligations.
The Affiliate may not settle any matter affecting Babelix’s rights without Babelix’s prior written consent.